SC 13G/A: N-able, Inc.

AI Summary

SC 13G/A filing by N-able, Inc..

Risk Assessment

Risk Level: low

Filing Documents

• tm2415026d1_sc13ga.htm (SC 13G/A) — 56KB
• 0001104659-24-063665.txt ( ) — 57KB

(a). Name of Issuer

Item 1(a). Name of Issuer N-able, Inc.

(b). Address of Issuer’s Principal Executive Offices

Item 1(b). Address of Issuer’s Principal Executive Offices 30 Corporate Drive Suite 400 Burlington, Massachusetts 01803

(a). Name of Person Filing

Item 2(a). Name of Person Filing Canada Pension Plan Investment Board

(b). Address of Principal Business Office or, if none, Residence

Item 2(b). Address of Principal Business Office or, if none, Residence One Queen Street East Suite 2500 Toronto, Ontario M5C 2W5 Canada

(c). Citizenship

Item 2(c). Citizenship Canada

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities Common Stock

(e). CUSIP Number

Item 2(e). CUSIP Number 62878D100

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) ¨ Broker or dealer registered under Section 15 of the Act. (b) ¨ Bank as defined in Section 3(a)(6) of the Act. (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act. (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940. (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. (j) A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Pension investment manager subject to the Canada Pension Plan Investment Board Act. 3

Ownership

Item 4. Ownership (a)Amount Beneficially Owned: See Item 9 on page 2. (b)Percent of Class: See Item 11 on page 2. (c)Number of shares as to which such person has: (i)sole power to vote or to direct the vote: See Item 5 on page 2. (ii)shared power to vote or to direct the vote: See Item 6 on page 2. (iii) sole power to dispose or to direct the disposition of: See Item 7 on page 2. (iv) shared power to dispose or to direct the disposition of: See Item 8 on page 2. On January 22, 2024, Canada Pension Plan Investment Board sold 921,470 shares of Common Stock of the Issuer, bringing its ownership down to 2.6% of the Issuer’s outstanding Common Stock, calculated based on a total of 184,763,424 shares of common stock of the Issuer outstanding as of May 6, 2024, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2024.

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person Not applicable.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not applicable 4

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group Not applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group Not applicable

Certifications

Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the Canadian regulatory scheme applicable to a pension investment manager subject to the Canada Pension Plan Investment Board Act is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Securities and Exchange Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. 5

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 20, 2024 CANADA PENSION PLAN INVESTMENT BOARD By: /s/ Kathryn Daniels Name: Kathryn Daniels Title: Managing Director, Head of Compliance, Legal 6 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned (“ CPPIB ”) does hereby make, constitute and appoint KATHRYN DANIELS and RYAN BARRY , as its true and lawful attorney-in-fact (the “ Attorneys-In-Fact ” and each an “ Attorney-In-Fact ”), to execute and deliver in its name and on its behalf, any and all filings, be they written or oral, required to be made by CPPIB with respect to securities which may be deemed to be beneficially owned by CPPIB under: · Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), including those filings required to be submitted on Schedule 13D or Schedule 13G or any amendments thereto (“ Exchange Act Filings ”), · do and perform any and all acts for and on behalf of CPPIB which the Attorney-In-Fact determines may be necessary or desirable to complete and execute any such Exchange Act Filings, and timely file such document with the Securities and Exchange Commission; and · take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the Attorney-In-Fact, may be of benefit to, in the best interest of, or legally required by, CPPIB (it being understood that the documents executed by the Attorney-In-Fact on behalf of CPPIB pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-In-Fact may approve in the Attorney-In-Fact’s sole discretion). CPPIB hereby grants to each Attorney-In-Fact full power and authority to do and perform any and every act and thing

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